EFTA01751631.pdf

Subject: Fw: Executable Versions of Documents To: "Jeffrey / e / Epstein" <[email protected]> From: Sent: Friday, December 13, 2013 5:17:01 PM ----Original Message— From: J / e I schechter To: Sue Schwartz Muchnick To: Stephen / brg / Hanson To: HOWIE / SUE MUCHNICK Cc: Ellis I sc le al / Rinaldi Cc: ' Cc: Charnas, Brandon S. Cc: Stephenson, Tim Subject: Executable Versions of Documents Sent: Dec 13, 2013 12:04 PM Attached are execution versions of the Separation Agreement and the Assignment Agreement together with the Exhibits to be attached to the Separation Agreement (i.e., the LLC Agreement and the Employment Agreement). I changed the date to December because we still need signatures from Barry and Dan and we may not be able to obtain those until Monday. In any event, this agreement will not go live until we exchange signature pages. As for the UCC issues I think we need to try our best to get a UCC 3 termination from Capital One and get rid of the SPH Enterprise tax lien barring which Steve will indemnify Starwood for any damages. This indemnity can be given in a separate letter. Best regards. Jonathan IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International Sent via BlackBerry by AT&T EFTA_R1_00049852 EFTA01751631